UREE / U.S. Rare Earths Inc. - SEC申報文件，年度報告，委任書

UREE / U.S. Rare Earths Inc.

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Blueprint UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported): November 3, 2016 U.

Other Events

Blueprint UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported): August 30, 2015 U.

Other Events

Blueprint UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported): April 5, 2016 U.

Other Events

8-K 1 uree8k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported): December 31, 2015 U.S. Rare Earths, Inc. (Exact name of Registrant as Specified in its Charter) Nevada 000-36888 87-0638338 (State or other jurisdiction

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

uree8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported): December 16, 2015 U.S. Rare Earths, Inc. (Exact name of Registrant as Specified in its Charter) Nevada 000-36888 87-0638338 State or other jurisdiction of incorporation) (Co

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

uree8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 20, 2015 U.S. Rare Earths, Inc. (Exact name of registrant as specified in its charter) Nevada 000-31199 87-0638338 (State or other jurisdiction of incorporation or o

U.S. Rare Earths QUARTERLY REPORT (Quarterly Report)

uree10q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended September 30, 2015 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-36888 U.S. RARE EARTHS,

SECURED CONVERTIBLE PROMISSORY NOTE

ureeex101.htm Exhibit 10.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN E

U.S. Rare Earths NOTIFICATION OF LATE FILING

ureent10q.htm SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING ? Form 10-K ? Form 11-K ? Form 20-F ? Form 10-Q ? Form N-SAR For Period Ended: September 30, 2015 ? Transition Report on Form 10-K ? Transition Report on Form 10-Q ? Transition Report on Form 20-F ? Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form sha

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

uree8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2015 U.S. Rare Earths, Inc. (Exact name of registrant as specified in its charter) Nevada 000-31199 87-0638338 (State or other jurisdiction of incorporation or o

1

EX-99.1 2 a15-169131ex99d1.htm EX-99.1 Exhibit 99.1 U.S. Rare Earths has entered into two agreements with Oak Ridge National Laboratory The first is an exclusive agreement with Oak Ridge National Laboratory for the Recycling of Rare Earths from Electronic E-Waste The second is a licensing agreement for the Oak Ridge National Laboratory technology for the extraction process of specific elements fro

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2015 U.S. Rare Earths, Inc. (Exact name of registrant as specified in its charter) Delaware 000-36888 87-0638338 (State or other Jurisdiction of Incorporation) (Commission F

U.S. Rare Earths RW

U.S. RARE EARTHS, INC. 5600 Tennyson Parkway, Suite 240 Plano, Texas 75024 July 15, 2015 VIA ELECTRONIC SUBMISSION Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Larry Spirgel Re: U.S. Rare Earths, Inc. Registration Statement on Form S-1 Originally Filed May 14, 2014 File No. 333-195953 Ladies and Gentlemen: Pursuant to Rule 47

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 a14-12432168k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2015 U.S. Rare Earths, Inc. (Exact name of registrant as specified in its charter) Nevada 001-36888 87-0638338 (State or other Jurisdiction of Inc

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 26, 2015 U.S. Rare Earths, Inc. (Exact name of registrant as specified in its charter) Nevada 000-31199 87-0638338 (State or other Jurisdiction of Incorporation) (Commission File

U.S. Rare Earths 8-A12B

usre8a12b.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 U.S. RARE EARTHS, INC. (Exact Name of Registrant as Specified in its Charter) Nevada 000-31199 87-0638338 (State or Other Jurisdiction of (Commission File Number) (IRS Employer Incorp

U.S. Rare Earths S-1/A

Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on March 6, 2015 Registration No.

UREE / U.S. Rare Earths Inc. S-1/A - - S-1/A

Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on March 3, 2015 Registration No.

UREE / U.S. Rare Earths Inc. S-1/A - - S-1/A

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS 2 Table of Contents As filed with the Securities and Exchange Commission on January 30, 2015 Registration No.

UREE / U.S. Rare Earths Inc. S-1/A - - S-1/A

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS 2 Table of Contents As filed with the Securities and Exchange Commission on January 27, 2015 Registration No.

UREE / U.S. Rare Earths Inc. S-1/A - - S-1/A

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS 2 Table of Contents As filed with the Securities and Exchange Commission on January 26, 2015 Registration No.

UREE / U.S. Rare Earths Inc. S-1/A - - S-1/A

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS 2 Table of Contents As filed with the Securities and Exchange Commission on January 15, 2015 Registration No.

UNDERWRITING AGREEMENT U.S. RARE EARTHS, INC. AEGIS CAPITAL CORP., as Representative

Exhibit 1.1 UNDERWRITING AGREEMENT between U.S. RARE EARTHS, INC. and AEGIS CAPITAL CORP., as Representative U.S. RARE EARTHS, INC. UNDERWRITING AGREEMENT New York, New York , 2015 Aegis Capital Corp. As Representative of the several Underwriters named on Schedule 1 attached hereto 810 Seventh Avenue, 18th Floor New York, New York 10019 Ladies and Gentlemen: The undersigned, U.S. Rare Earths, Inc.

FORM OF WARRANT AGENCY AGREEMENT

Exhibit 4.2 FORM OF WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT (“Warrant Agreement”) made as of , 2015 (the “Issuance Date”), between U.S. Rare Earths, Inc., a Delaware corporation, with offices at 5600 Tennyson Parkway, Suite 240, Plano, Texas 75024 (the “Company”), and Manhattan Transfer Registrar Company, with offices at 57 Eastwood Road, Miller Place, New York 11764 (the “Warrant Agent”

Form of Representative’s Warrant Agreement

Exhibit 4.3 Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS WARRANT AGREES THAT IT WILL NOT EXERCISE, SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS WARRANT OR THE SHARES OF COMMON STOCK UNDERLYING THE WARRANT AND W

UREE / U.S. Rare Earths Inc. S-1/A - - S-1/A

S-1/A 1 a2222675zs-1a.htm S-1/A Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS 2 Table of Contents As filed with the Securities and Exchange Commission on January 8, 2015 Registration No. 333-195953 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 U.S. RARE

U.S. Rare Earths, Inc. Announces Reverse Stock Split and Ticker Change

Exhibit 99.1 U.S. Rare Earths, Inc. Announces Reverse Stock Split and Ticker Change Plano, Texas, December 17, 2014 - U.S. Rare Earths, Inc. (OTCQB:UREE), a domestic rare earths exploration company, announced it has implemented a 1-for-3 reverse split of its common stock effective at the close of trading on Tuesday, December 16, 2014 and in effect for trading on a split-adjusted basis on Wednesday

UREE / U.S. Rare Earths Inc. S-1/A - - S-1/A

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS 2 Table of Contents As filed with the Securities and Exchange Commission on December 17, 2014 Registration No.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 2014 U.S. Rare Earths, Inc. (Exact name of registrant as specified in its charter) Nevada 000-31199 87-0638338 (State or other Jurisdiction of Incorporation) (Commission

EX-3.1

Exhibit 3.1

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 20, 2014 U.S. Rare Earths, Inc. (Exact name of registrant as specified in its charter) Nevada 000-31199 87-0638338 (State or other Jurisdiction of Incorporation) (Commission

UREE / U.S. Rare Earths Inc. DEF 14A - - SCHEDULE 14A INFORMATION

DEF 14A 1 ureedef14a.htm SCHEDULE 14A INFORMATION SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for the use of the Commission on

U.S. Rare Earths, Inc. Provides Financing Update Company raises an aggregate $3.1 million since December 2013

Ex. 99.1 U.S. Rare Earths, Inc. Provides Financing Update Company raises an aggregate $3.1 million since December 2013 PLANO, Texas and NEW YORK, New York, Oct. 3, 2014 - U.S. Rare Earths, Inc., (OTCQB: UREE), a U.S. domestic rare earths exploration company with mining claims in Idaho, Montana, and Colorado, announced today that it has raised an aggregate $3.1 million since December 2013. The Comp

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 3, 2014 U.S. Rare Earths, Inc. (Exact name of registrant as specified in its charter) Nevada 000-31199 87-0638338 (State or other Jurisdiction of Incorporation) (Commission Fi

UREE / U.S. Rare Earths Inc. DEF 14C - - DEFINITIVE INFORMATION STATEMENTS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: o Preliminary Information Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) x Definitive Information S

UREE / U.S. Rare Earths Inc. PRE 14C - - PRE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: x Preliminary Information Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) o Definitive Information S

LETTER

August 1, 2014 Via E-mail Kevin Cassidy Chief Executive Officer U.S. Rare Earths, Inc. 5600 Tennyson Parkway, Suite 240 Plano, Texas 75024 Re: U.S. Rare Earths, Inc. Form 10-K for the Fiscal Year Ended December 31, 2013 Filed April 15, 2014 File No. 0-31199 Dear Mr. Cassidy: We have completed our review of your filing. We remind you that our comments or changes to disclosure in response to our com

UREE / U.S. Rare Earths Inc. S-1/A - - S-1/A

Table of Contents As filed with the Securities and Exchange Commission on July 18, 2014 Registration No.

LIST OF SUBSIDIARIES

EXHIBIT 21.1 LIST OF SUBSIDIARIES U.S. Rare Earths, Inc. has the following subsidiary: Subsidiary Name Jurisdiction of Incorporation Percentage of Ownership Seaglass Holding Corp. Nevada 100 %

UREE / U.S. Rare Earths Inc. CORRESP - -

Via EDGAR July 3, 2014 Larry Spirgel Assistant Director Division of Corporation Finance United States Securities and Exchange Commission Washington, D.

UREE / U.S. Rare Earths Inc. S-1/A - - S-1/A

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS 2 Table of Contents As filed with the Securities and Exchange Commission on July 3, 2014 Registration No.

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Via EDGAR June 24, 2014 Larry Spirgel Assistant Director Division of Corporation Finance United States Securities and Exchange Commission Washington, D.

LETTER

June 10, 2014 Via E-mail Kevin Cassidy Chief Executive Officer U.S. Rare Earths, Inc. 5600 Tennyson Parkway, Suite 240 Plano, Texas 75024 Re: U.S. Rare Earths, Inc. Form 10-K for the Fiscal Year Ended December 31, 2013 Filed April 15, 2014 Form 10-Q for the Quarterly Period Ended March 31, 2014 Filed May 15, 2014 File No. 0-31199 Dear Mr. Cassidy: We have reviewed your filings and have the followi

U.S. Rare Earths, Inc. SECURED CONVERTIBLE PROMISSORY NOTE

Exhibit 10.5 THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, OR AN OPINION OF COUNSEL SATISFACTORY TO THE BORROWER THAT REGISTRATION IS NOT REQUIRE

LIST OF SUBSIDIARIES

EXHIBIT 21.1 LIST OF SUBSIDIARIES U.S. Rare Earths, Inc. has the following subsidiary: Subsidiary Name Jurisdiction of Incorporation Percentage of Ownership Seaglass Holding Corp. Nevada 100 %

Registration Statement - S-1

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS 2 Table of Contents As filed with the Securities and Exchange Commission on May 14, 2014 Registration No.

AMENDMENT NO.1 TO LEASE AGREEMENT

Exhibit 10.39 AMENDMENT NO.1 TO LEASE AGREEMENT This AMENDMENT NO. 1 (the “Amendment”) to the LEASE AGREEMENT (the “Agreement”) between Logic International Consulting Group (the “Landlord”), US Rare Earths, Inc. (the “Tenant”) dated as of September 30, 2013. WITNESSETH: WHEREAS, on June 1, 2013, the Company, the Landlord and Tenant entered into the Agreement; WHEREAS, the parties now desire to ame

LEASE AGREEMENT

Exhibit 10.37 LEASE AGREEMENT 1. BASIC CONDITIONS THE PARTIES IN THIS AGREEMENT ARE: LOGIC INTERNATIONAL CONSULTING GROUP, the “Landlord” (in this lease the term “Landlord” means either the owner or his agent.) AND U.S. RARE EARTHS, INC. the “Tenant/s” 2. PREMISES TO BE RENTED Address: 711 Fifth Avenue (16th Floor), New York, NY 10022 3. TERM The landlord hereby leases to the Tenant the premises d

LEASE AGREEMENT

Exhibit 10.38 LEASE AGREEMENT 1. BASIC CONDITIONS THE PARTIES IN THIS AGREEMENT ARE: LOGIC INTERNATIONAL CONSULTING GROUP, the “Landlord” (in this lease the term “Landlord” means either the owner or his agent.) AND U.S. RARE EARTHS, INC. the “Tenant/s” 2. PREMISES TO BE RENTED Address: 711 Fifth Avenue (16th Floor), New York, NY 10022 3. TERM The landlord hereby leases to the Tenant the premises d

UNSECURED PROMISSORY NOTE

Exhibit 10.7 UNSECURED PROMISSORY NOTE Amount: $150,000 Due: February 4, 2016 FOR VALUED RECEIVED, the undersigned, U.S. Rare Earths, Inc., a Nevada Corporation, (hereinafter referred to as “Maker”), hereby promises to pay to the order of Unique Materials, LLC, a Texas Limited Liability Company, (the “Holder), or its assigns , the principal sum of ONE HUNDRED FIFTY THOUSAND and no /100 DOLLARS ($1

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2014 U.S. Rare Earths, Inc. (Exact name of registrant as specified in its charter) Delaware 000-31199 87-0638338 (State or other Jurisdiction of Incorporation) (Commission F

- LATE FILING NOTIFICATION

OMB APPROVAL OMB Number: 3235-0058 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

U.S. Rare Earths AMENDMENT TO QUARTERLY REPORT (Quarterly Report)

uree10qa.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment 1 ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended June 30, 2013 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-31199 U.S. RA

U.S. Rare Earths AMENDED QUARTERLY REPORT (Quarterly Report)

uree10qa.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment 1 ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended September 30, 2013 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-31199 U.

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2014 U.S. Rare Earths, Inc. (Exact name of registrant as specified in its charter) Delaware 000-31199 87-0638338 (State or other Jurisdiction of Incorporation) (Commission F

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 30, 2013 U.

- FORM S-8

As filed with the Securities and Exchange Commission on January 3, 2014 Registration No.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2013 U.S. RARE EARTHS, INC. (Exact name of registrant as specified in its charter) Nevada 000-31199 87-0638338 (State or Other Jurisdiction (Commission (IRS Employer of I

Certificate to Accompany Restated Articles or Amended and Restated Articles (PURSUANT TO NRS)

ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4520 (775)684-5708 Website: www.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2013 U.S. RARE EARTHS, INC. (Exact name of registrant as specified in its charter) Nevada 000-31199 87-0638338 (State or Other Jurisdiction (Commission (IRS Employer of I

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2013 U.S. RARE EARTHS, INC. (Exact name of registrant as specified in its charter) Nevada 000-31199 87-0638338 (State or Other Jurisdiction (Commission (IRS Employer of I

- LATE FILING NOTIFICATION

OMB APPROVAL OMB Number: 3235-0058 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 26, 2013 U.S. RARE EARTHS, INC. (Exact name of registrant as specified in its charter) Nevada 000-31199 87-0638338 (State or Other Jurisdiction (Commission (IRS Employer of Inc

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2013 U.

U.S. RARE EARTHS LETTER TO SHAREHOLDERS CEO CASSIDY DETERMINED TO CREATE A COMPLETELY INDEPENDENT AMERICAN SUPPLY CHAIN SOLUTION

EXHIBIT 99.1 U.S. RARE EARTHS, INC 5600 TENNYSON PKWY. STE.190 PLANO, TX 75024 http://www.usrareearths.com/eco/index.php RUBENSTEIN PUBLIC RELATIONS CONTACT: JONATHAN GOLDBERG 212-843-9335 [email protected] FOR IMMEDIATE RELEASE U.S. RARE EARTHS LETTER TO SHAREHOLDERS CEO CASSIDY DETERMINED TO CREATE A COMPLETELY INDEPENDENT AMERICAN SUPPLY CHAIN SOLUTION PLANO, TX– November 7, 2013- Dear

LETTER

October 30, 2013 Via E-mail Mark Scott Chief Financial Officer U.S. Rare Earths, Inc. 5600 Tennyson Parkway, Suite 190 Plano, TX 75024 Re: U.S. Rare Earths, Inc. Preliminary Proxy Statement on Schedule 14A Filed October 17, 2013 File No. 000-31199 Dear Mr. Scott: We have completed our review of your filing. We remind you that our comments or changes to disclosure in response to our comments do not

- SCHEDULE 14A

DEF 14A 1 ureedef14a.htm SCHEDULE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule

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October 28, 2013 VIA EDGAR Mr. Larry Spirgel Assistant Director Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: U.S. Rare Earths, Inc. Preliminary Proxy Statement on Schedule 14A Filed October 17, 2013 File No. 000-31199 Dear Mr. Spirgel: Reference is made to the Staff’s comment letter dated October 24, 2013 (the “Staff’s Letter”) to

- SCHEDULE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 REVISED SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: þ Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Pro

LETTER

October 24, 2013 Via E-mail Mark Scott Chief Financial Officer U.S. Rare Earths, Inc. 5600 Tennyson Parkway, Suite 190 Plano, TX 75024 Re: U.S. Rare Earths, Inc. Preliminary Proxy Statement on Schedule 14A Filed October 17, 2013 File No. 000-31199 Dear Mr. Scott: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so

- SCHEDULE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: þ Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State

UREE / U.S. Rare Earths Inc. / Cassidy Kevin Michael - SCHEDULE 13D AMENDMENT NO. 1 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) U.S. RARE EARTHS, INC. - (Name of Issuer) COMMON STOCK, PAR VALUE $0.00001 PER SHARE - (Title of Class of Securities) 19655K 10 3 - (CUSIP Number) Kevin Cassidy Logic International Consulting Group LLC 711 Fifth Avenue 16th Floor New York, New York 10022 (

- SCHEDULE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) þ Definitive Proxy State

- SCHEDULE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: þ Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State

U.S. RARE EARTHS, INC. AMENDED AND RESTATED BYLAWS ARTICLE I

Exhibit 3.1 U.S. RARE EARTHS, INC. AMENDED AND RESTATED BYLAWS ARTICLE I OFFICES 1.1. Registered Office. The address of the Corporation’s registered office in the State of Nevada is 2215-B Renaissance Drive, Las Vegas, Nevada 89119. The name of the Corporation’s registered agent at such address is CSC Services of Nevada, Inc. 1.2 Other Offices. The Corporation also may have offices at such other p

U.S. RARE EARTHS, INC. COMMITTEE CHARTER LAST REVIEWED AND ACCEPTED ON September 5, 2013

Exhibit 99.2 U.S. RARE EARTHS, INC. COMPENSATION COMMITTEE CHARTER LAST REVIEWED AND ACCEPTED ON September 5, 2013 1 U.S. RARE EARTHS, INC. COMPENSATION COMMITTEE CHARTER 1. Purpose The Compensation Committee (the “Committee”) is appointed by U.S. Rare Earths, Inc.’s (the “Company”) Board of Directors (the “Board”) in order to: ● Monitor the performance of, and develop and recommend to the Board t

U.S. RARE EARTHS, INC. COMMITTEE CHARTER LAST REVIEWED AND ACCEPTED ON September 5, 2013

Exhibit 99.1 U.S. RARE EARTHS, INC. AUDIT COMMITTEE CHARTER LAST REVIEWED AND ACCEPTED ON September 5, 2013 1 U.S. RARE EARTHS, INC. AUDIT COMMITTEE CHARTER 1. Preamble The Board of Directors (the “Board”) of U.S. Rare Earths, Inc. (the “Company”) has formed an audit committee (the “Committee”) to promote the financial transparency of the Company and to ensure the integrity of the Company's financ

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 5, 2013 U.S. RARE EARTHS, INC. (Exact name of registrant as specified in its charter) Nevada 000-31199 87-0638338 (State or Other Jurisdiction (Commission (IRS Employer of I

U.S. RARE EARTHS, INC. Code of Conduct & Ethics Last Reviewed and Accepted on September 5, 2013

Exhibit 14.1 U.S. RARE EARTHS, INC. Code of Conduct & Ethics Last Reviewed and Accepted on September 5, 2013 1 U.S. RARE EARTHS, INC. CODE OF CONDUCT AND ETHICS Preamble The Board of Directors (the “Board”) of U.S. Rare Earths, Inc. (the “Company”) has set for the below a Code of Conduct and Ethics (“Code”) for the Company to follow. This Code has been created to promote transparency of the corpor

U.S. RARE EARTHS, INC. NOMINATIONS AND GOVERNANCE COMMITTEE CHARTER LAST REVIEWED AND ACCEPTED ON September 5, 2013

Exhibit 99.3 U.S. RARE EARTHS, INC. NOMINATIONS AND GOVERNANCE COMMITTEE CHARTER LAST REVIEWED AND ACCEPTED ON September 5, 2013 1 U.S. RARE EARTHS, INC. NOMINATIONS AND GOVERNANCE COMMITTEE CHARTER 1. Committee Formation The role and responsibilities of the Nominations and Governance Committee (the "Committee") of the Board of Directors (the "Board") of U.S. Rare Earths, Inc. (the "Company") are

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 5, 2013 U.S. RARE EARTHS, INC. (Exact name of registrant as specified in its charter) Nevada 000-31199 87-0638338 (State or Other Jurisdiction (Commission (IRS Employer of I

General Tommy Franks Joins U.S. Rare Earths Board of Directors GENERAL FRANKS RECOGNIZES THE NEED FOR DOMESTIC RARE EARTHS PRODUCTION FOR MILITARY TECHNOLOGY

Exhibit 99.1 General Tommy Franks Joins U.S. Rare Earths Board of Directors GENERAL FRANKS RECOGNIZES THE NEED FOR DOMESTIC RARE EARTHS PRODUCTION FOR MILITARY TECHNOLOGY NEW YORK, August 28, 2013 /PRNewswire/ - U.S. Rare Earths, Inc., "UREE", (UREE), a rare earths exploration company with mining claims in Idaho, Montana, and Colorado, announced today the appointment of General Tommy Franks, forme

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 28, 2013 U.S. RARE EARTHS, INC. (Exact name of registrant as specified in its charter) Nevada 000-31199 87-0638338 (State or Other Jurisdiction (Commission (IRS Employer of Inc

Stock Repurchase Option and Severance Agreement

EX-10.1 2 ureeex101.htm REPURCHASE OPTION AND SEVERANCE AGREEMENT Exhibit 10.1 Stock Repurchase Option and Severance Agreement This Stock Repurchase Option and Severance Agreement (this "Agreement"), entered into as of August 14, 2013, sets forth the terms of the agreement by and between U.S. Rare Earths, Inc. (the "Company") and Daniel McGroarty (McGroarty) regarding McGroarty 's resignation from

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 28, 2013 U.S. RARE EARTHS, INC. (Exact name of registrant as specified in its charter) Nevada 000-31199 87-0638338 (State or Other Jurisdiction (Commission (IRS Employer of Inc

Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 uree8k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 22, 2013 U.S. RARE EARTHS, INC. (Exact name of registrant as specified in its charter) Nevada 000-31199 87-0638338 (State or Other Jurisdiction

U.S. Rare Earths, Inc./ John & Mark Family Limited Partnership Secured Promissory Note Notice of Conversion to U.S. Rare Earths, Inc. Shares of Common Stock in favor of John & Mark Family Limited Partnership

Exhibit 10.1 U.S. Rare Earths, Inc./ John & Mark Family Limited Partnership Secured Promissory Note Notice of Conversion to U.S. Rare Earths, Inc. Shares of Common Stock in favor of John & Mark Family Limited Partnership Notice is hereby given by John & Mark Family Limited Partnership as Holder to U.S. Rare Earths, Inc. Company as Maker of that certain Secured Promissory Note dated June 30, 2013 (

- NOTIFICATION OF LATE FILING

NT 10-Q 1 ureent10q.htm NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 000-31199 CUSIP NUMBER NOTIFICATION OF LATE FILING 90346C 107 (Check one): o Form 10-K o Form 20-F o Form 11-K þ Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: June 30, 2013 o Transition Report on Form 10-K o Transition Report on

UREE / U.S. Rare Earths Inc. / Lattimore John Victor Jr - SCHEDULE 13D/A AMENDMENT 2 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 SCHEDULE 13D Amendment 2 Under the Securities Exchange Act of 1934 U.S. RARE EARTHS, INC. - (Name of Issuer) COMMON STOCK, PAR VALUE $0.00001 PER SHARE - (Title of Class of Securities) 19655K 10 3 - (CUSIP Number) Mr. J. Victor Lattimore Jr. 5600 Tennyson Parkway, Suite 190 Plano, Texas 75024 972-294-7190 - (Name, Address and T

UREE / U.S. Rare Earths Inc. / PARNELL MICHAEL D - SCHEDULE 13D/A AMENDMENT 2 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 SCHEDULE 13D Amendment 2 Under the Securities Exchange Act of 1934 U.S. RARE EARTHS, INC. - (Name of Issuer) COMMON STOCK, PAR VALUE $0.00001 PER SHARE - (Title of Class of Securities) 19655K 10 3 - (CUSIP Number) Mr. Michael Parnell Michael Parnell Living Trust / Michael Parnell, Living Trust 12 Gunnebo Drive Lonoke, AR 72086

UREE / U.S. Rare Earths Inc. / HOFF MATTHEW J - SCHEDULE 13D AMENDMENT 2 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 SCHEDULE 13D Amendment 2 Under the Securities Exchange Act of 1934 U.S. RARE EARTHS, INC. - (Name of Issuer) COMMON STOCK, PAR VALUE $0.00001 PER SHARE - (Title of Class of Securities) 19655K 10 3 - (CUSIP Number) Matt Hoff, Trustee Hoff Family Trust 91 Faircrest Road Montoursville, PA 17754 (570) 368-7633 - (Name, Address and

U.S. Rare Earths, Inc. Conversion of Liability Notice of Conversion of U.S. Rare Earths, Inc. Shares of Common Stock to Logic International Consulting Group, LLC

Exhibit 10.2 U.S. Rare Earths, Inc. Conversion of Liability Notice of Conversion of U.S. Rare Earths, Inc. Shares of Common Stock to Logic International Consulting Group, LLC Notice is hereby given by Logic International Consulting Group, LLC (“Logic”) to U.S. Rare Earths, Inc. that Logic has agreed to convert its accounts payable as of June 30, 2013 into shares of the Company’s common stock. Base

GOVERNOR BOB KERREY JOINS U.S. RARE EARTHS BOARD OF DIRECTORS

Exhibit 99.2 GOVERNOR BOB KERREY JOINS U.S. RARE EARTHS BOARD OF DIRECTORS U.S. Rare Earths’ Chairman Welcomes Kerrey’s Experience with Strategic Issues NEW YORK, July 1, 2013 /PRNewswire/ - U.S. Rare Earths, Inc., "UREE", (OTCBB: UREE), a rare earths exploration company with mining claims in Idaho, Montana, and Colorado, announced today the appointment of J. Robert Kerrey, former U.S. Senator and

U.S. Rare Earths Adds Mark Crandall As Director Company Notes his Expertise in both the Commodities Trading and Alternative Energy Markets

Exhibit 99.1 U.S. Rare Earths Adds Mark Crandall As Director Company Notes his Expertise in both the Commodities Trading and Alternative Energy Markets NEW YORK, June 27, 2013 /PRNewswire/ - U.S. Rare Earths, Inc., "UREE", (OTCBB: UREE), a rare earths exploration company with mining claims in Idaho, Montana, and Colorado, is pleased to welcome Mark Crandall as the Company's newest Director. He rep

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2013 U.S. RARE EARTHS, INC. (Exact name of registrant as specified in its charter) Nevada 000-31199 87-0638338 (State or Other Jurisdiction (Commission (IRS Employer of Incor

U.S. Rare Earths, Inc. Unique Materials, LLC Secured Convertible Promissory Note Notice of Conversion of U.S. Rare Earths, Inc. Shares of Common Stock to Unique Materials, LLC

Exhibit 10.1 U.S. Rare Earths, Inc. Unique Materials, LLC Secured Convertible Promissory Note Notice of Conversion of U.S. Rare Earths, Inc. Shares of Common Stock to Unique Materials, LLC Notice is hereby given by Unique Materials, LLC as Holder to U.S. Rare Earths, Inc. Company of that certain Secured Convertible Promissory Note dated September 13, 2012 (“Note”), a copy of which is attached here

UREE / U.S. Rare Earths Inc. / COWLE ED - SCHEDULE 13D/A AMENDMENT 1 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 SCHEDULE 13D/A Amendment 1 Under the Securities Exchange Act of 1934 U.S. RARE EARTHS, INC. - (Name of Issuer) COMMON STOCK, PAR VALUE $0.00001 PER SHARE - (Title of Class of Securities) 19655K 10 3 - (CUSIP Number) Edward F. Cowle One Renaissance Square, 17F White Plains, NY (917) 209-3232 - (Name, Address and Telephone Number

UREE / U.S. Rare Earths Inc. / Lattimore John Victor Jr - SCHEDULE 13D/A AMENDMENT 1 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 Amendment 1 U.S. RARE EARTHS, INC. - (Name of Issuer) COMMON STOCK, PAR VALUE $0.00001 PER SHARE - (Title of Class of Securities) 0001098881 - (CUSIP Number) Mr. J. Victor Lattimore Jr. 5600 Tennyson Parkway, Suite 190 Plano, Texas 75024 972-294-7190 - (Name, Address and

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2013 U.S. RARE EARTHS, INC. (Exact name of registrant as specified in its charter) Nevada 000-31199 87-0638338 (State or Other Jurisdiction (Commission (IRS Employer of Incorp

U.S. Rare Earths Announces Settlement Regarding Board Composition, Commencement of Drill Program at Montana Property

Exhibit 99.1 U.S. Rare Earths Announces Settlement Regarding Board Composition, Commencement of Drill Program at Montana Property USRE Chairman Says Settlement Comes as Company Moves into “Active 2013 Exploration and Development Season” Lemhi Pass Properties are Recognized By U.S. Department of Energy as Having Significant Heavy Rare Earths Potential NEW YORK, June 12, 2013 /PRNewswire/ - U.S. Rar

- LATE FILING NOTIFICATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 000-31199 CUSIP NUMBER NOTIFICATION OF LATE FILING 90346C107 (Check one): o Form 10-K o Form 20-F o Form 11-K þ Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: March 31, 2013 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transi

DISTRICT COURT CLARK COUNTY, NEVADA

Exhibit 10.1 DISTRICT COURT CLARK COUNTY, NEVADA U.S. RARE EARTHS, INC. Plaintiff, v. H. DEWORTH WILLIAMS, an individual; EDWARD F. COWLE, an individual; GEOFF WILLIAMS, an individual; BLUE CAP DEVELOPMENT CORP. Defendants. Case No.: A-12-668230-B Dept. No.: XIII NOTICE OF PROPOSED SETTLEMENT, SETTLEMENT HEARING, AND RIGHT TO APPEAR IMPORTANT NOTICE PLEASE READ CAREFULLY TO: ALL RECORD HOLDERS AND

Financial Statements and Exhibits, Other Events - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2013 U.S. RARE EARTHS, INC. (Exact name of registrant as specified in its charter) Nevada 000-31199 87-0638338 (State or Other Jurisdiction (Commission (IRS Employer of Inco

- NOTIFICATION OF LATE FILING

OMB APPROVAL OMB Number: 3235-0058 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2013 U.S. RARE EARTHS, INC. (Exact name of registrant as specified in its charter) Nevada 000-31199 87-0638338 (State or Other Jurisdiction (Commission (IRS Employer of In

Financial Statements and Exhibits - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 10, 2012 US. RARE EARTHS, INC. (Exact name of registrant as specified in its charter) Nevada 000-31199 87-0638338 (State or Other Jurisdiction (Commission (IRS Employer of In

U.S. RARE EARTHS ANNOUNCES MANAGEMENT REORGANIZATION

Exhibit 99.1 U.S. RARE EARTHS ANNOUNCES MANAGEMENT REORGANIZATION Kevin Cassidy Brings Finance and Business Development Experience Management Changes Position USRE for Next Phase of Development NEW YORK December 10, 2012 – The officers of U.S. Rare Earths, Inc. (UREE; the "Company;" www.USRareEarths.com) announced today the following management reorganization, pending Board approval: Current CEO M

UREE / U.S. Rare Earths Inc. / Lattimore John Victor Jr Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 U.S. RARE EARTHS, INC. - (Name of Issuer) COMMON STOCK, PAR VALUE $0.00001 PER SHARE - (Title of Class of Securities) 0001098881 - (CUSIP Number) Mr. J. Victor Lattimore Jr. 5600 Tennyson Parkway, Suite 190 Plano, Texas 75024 972-294-7190 - (Name, Address and Telephone Numb

- LATE FILING NOTIFICATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 000-31199 CUSIP NUMBER NOTIFICATION OF LATE FILING 90346C 107 (Check one): o Form 10-K o Form 20-F o Form 11-K þ Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: September 30, 2012 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o T

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 20, 2012 US. RARE EARTHS, INC. (Exact name of registrant as specified in its charter) Nevada 000-31199 87-0638338 (State or Other Jurisdiction (Commission (IRS Employer of I

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 12, 2012 U.S. RARE EARTHS, INC. (Exact name of registrant as specified in its charter) Nevada 000-31199 87-0638338 (State or Other Jurisdiction (Commission (IRS Employer of

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Unregistered Sales of Equity Securities

8-K/A 1 uree8ka.htm CURRENT REPORT AMENDMENT 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 12, 2012 U.S. RARE EARTHS, INC. (Exact name of registrant as specified in its charter) Nevada 000-31199 87-0

UREE / U.S. Rare Earths Inc. / PARNELL MICHAEL D - AMENDMENT 1 Activist Investment

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 13D Amendment 1 Under the Securities Exchange Act of 1934 (Amendment No. )* U.S. RARE EARTHS, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.00001 PER SHARE (Title of Class of Securities) 0001098881 (CUSIP Number) Mr. Michael Parnell Michael Parnell Living Trust/ Michael Parnell, Living Trust 12 Gunnebo Drive Lonoke

UREE / U.S. Rare Earths Inc. / HOFF MATTHEW J - AMENDMENT Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 SCHEDULE 13D Amendment 1 Under the Securities Exchange Act of 1934 U.S. RARE EARTHS, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.00001 PER SHARE (Title of Class of Securities) 0001098881 (CUSIP Number) Matt Hoff, Trustee Hoff Family Trust 91 Faircrest Road Montoursville, PA 17754 (570)368-7633 (Name, Address and Telephone

H. Deworth Williams 2681 E. Parleys Way, Suite 204 Salt Lake City, Utah 84109 Telephone: 801-322-3401 Email address: [email protected] September 4, 2012

EXHIBIT 17.1 H. Deworth Williams 2681 E. Parleys Way, Suite 204 Salt Lake City, Utah 84109 Telephone: 801-322-3401 Email address: [email protected] September 4, 2012 VIA EMAIL AT [email protected] & VIA FACSIMILE AT 501-676-5274 Michael D. Parnell, CEO U.S. Rare Earths, Inc. 12 Gunnebo Drive Lonoke, Arkansas 72086 RE: My response, under Item 5.02 of Form 8-K, to US Rare Earth’s explanation for remo

Edward F. Cowle One Renaissance Square, Suite 17 F White Plains, NY 10601 Telephone: 914-713-3129 Email address: [email protected] September 4, 2012

EXHIBIT 17.2 Edward F. Cowle One Renaissance Square, Suite 17 F White Plains, NY 10601 Telephone: 914-713-3129 Email address: [email protected] September 4, 2012 VIA EMAIL AT [email protected] & VIA FACSIMILE AT 501-676-5274 Michael D. Parnell, CEO U.S. Rare Earths, Inc. 12 Gunnebo Drive Lonoke, Arkansas 72086 RE: My response, under Item 5.02 of Form 8-K, to US Rare Earth’s explanation for removing me

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 23, 2012 US. RARE EARTHS, INC. (Exact name of registrant as specified in its charter) Nevada 000-31199 87-0638338 (State or Other Jurisdiction (Commission (IRS Employer of In

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Unregistered Sales of Equity Securities - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 27, 2012 US. RARE EARTHS, INC. (Exact name of registrant as specified in its charter) Nevada 000-31199 87-0638338 (State or Other Jurisdiction (Commission (IRS Employer of Inco

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 23, 2012 US. RARE EARTHS, INC. (Exact name of registrant as specified in its charter) Nevada 000-31199 87-0638338 (State or Other Jurisdiction (Commission (IRS Employer of Inco

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TINTIC GOLD MINING CO (Form: DEF 14C, Received: 08/04/2003 11:36:32) United States Securities and Exchange Commission Washington, D.

WRITTEN CONSENT OF A MAJORITY OF THE SHAREHOLDERS OF U.S. RARE EARTHS, INC., a Nevada corporation Approving the election of directors in lieu of a formal meeting

WRITTEN CONSENT OF A MAJORITY OF THE SHAREHOLDERS OF U.S. RARE EARTHS, INC., a Nevada corporation Approving the election of directors in lieu of a formal meeting WHEREAS, the Company has not held an annual meeting of its Shareholders in several years in order to elect directors, all in derogation of Section 2.01 Annual Meeting, of Article II of its Bylaws, titled MEETINGS OF SHAREHOLDERS; WHEREAS,

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United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [ ] Amended Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) [X] Definitive Information Statement on account of being ON

Endnotes

Converted by EDGARwiz AFFIDAVIT OF JANIS PATTERSON STATE OF UTAH ss. COUNTY OF SALT LAKE JANIS PATTERSON, being first put on her oath, deposes and says as follows: 1. I am the president and owner of Interstate Transfer Company (“Interstate”), the stock transfer agent for U.S. Rare Earths, Inc., a Nevada corporation (hereinafter “Company”), formerly Colorado Rare Earths, Inc., formerly Calypso Medi

- FORM 12B-25 (NT 10-Q) FOR 03-31-2012

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 000-31199 CUSIP NUMBER: 90346C 107 (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: March 31, 2012 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Tra

UREE / U.S. Rare Earths Inc. / WILLIAMS H DEWORTH - SCHEDULE 13D Activist Investment

SC 13D 1 sc13d.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 U.S. RARE EARTHS, INC. - (Name of Issuer) COMMON STOCK, PAR VALUE $0.00001 PER SHARE - (Title of Class of Securities) 19655K 10 3 - (CUSIP Number) H. Deworth Williams 2681 East Parleys Way, Suite 204 Salt Lake City, UT 84109 (801) 322-3401 -

UREE / U.S. Rare Earths Inc. / HOFF MATTHEW J - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 U.S. RARE EARTHS, INC. - (Name of Issuer) COMMON STOCK, PAR VALUE $0.00001 PER SHARE - (Title of Class of Securities) 19655K 10 3 - (CUSIP Number) Matthew J. Hoff, Trustee Hoff Family Trust 91 Faircrest Road Montoursville, PA 17754 (501) 676-2994 - (Name, Address and Teleph

UREE / U.S. Rare Earths Inc. / PARNELL MICHAEL D - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 U.S. RARE EARTHS, INC. - (Name of Issuer) COMMON STOCK, PAR VALUE $0.00001 PER SHARE - (Title of Class of Securities) 19655K 10 3 - (CUSIP Number) Mr. Michael D. Parnell Michael D. Parnell Living Trust 906 N. McCoy Blvd. New Boston, TX 75570 (501) 676-2994 - (Name, Address

UREE / U.S. Rare Earths Inc. / COWLE ED - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 U.S. RARE EARTHS, INC. - (Name of Issuer) COMMON STOCK, PAR VALUE $0.00001 PER SHARE - (Title of Class of Securities) 19655K 10 3 - (CUSIP Number) Edward F. Cowle 70 Garth Road, Apt. 4A Scarsdale, NY 10583 (914) 713-3129 - (Name, Address and Telephone Number of Person Autho

UREE / U.S. Rare Earths Inc. / Cassidy Kevin Michael - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 U.S. RARE EARTHS, INC. - (Name of Issuer) COMMON STOCK, PAR VALUE $0.00001 PER SHARE - (Title of Class of Securities) 19655K 10 3 - (CUSIP Number) Kevin Cassidy Logic International Consulting Group LLC 711 Fifth Avenue 16th Floor New York, New York 10022 (646) 755-3376 - (N

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